Share Issue/Capital Change • Jan 22, 2025
Share Issue/Capital Change
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THE SUBSEQUENT OFFERING IN ONCOINVENT ASA
On 11 December 2024, Oncoinvent ASA (the "Company") announced that it had successfully completed a private placement, comprising 65,000,000 new shares in the Company, each with a nominal value of NOK 0.10, at a subscription price of NOK 2 per share, raising gross proceeds of NOK 130 million (the "Private Placement").
On 22 January 2025, the board of directors of the Company resolved to carry out a subsequent offering (the "Subsequent Offering"). The Subsequent Offering consists of an offer by the Company to issue up to 5,500,000 new shares (the "Offer Shares"), each with a nominal value of NOK 0.10, at a subscription price of NOK 2 per Offer Share (the "Subscription Price"). The Subscription Price in the Subsequent Offering is equal to the subscription price in the Private Placement. Subject to all Offer Shares being issued, the Subsequent Offering will result in NOK 11,000,000 in gross proceeds to the Company.
The shareholders of the Company as of as of 27 November 2024, being registered as such in the Compnay's shareholders register in Euronext Securities Oslo, the Norwegian Central Securities Depository (the "ES-OSL") on 29 November 2024 (the "Record Date") who at such date held 16,000 or fewer shares in the Company, and who (i) were not allocated offer shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders") will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable laws, provide the right to subscribe for, and be allocated, Offer Shares in the Subsequent Offering. Over-subscription will be permitted. Subscription without Subscription Rights will be permitted. No assurance can be given to the effect that Offer Shares will be allocated for over-subscriptions or subscriptions without the use of Subscription Rights.
The primary purpose of the Subsequent Offering is to offer the Eligible Shareholders the possibility to subscribe for new shares in the Company at the same subscription price as in the Private Placement, thus reducing the dilution of their shareholding resulting from the Private Placement. The net proceeds from the Subsequent Offering will be used by the Company to reach important Phase 1/2a clinical milestones in H2 2025, advancement of Phase 2 study in peritoneal metastases originating from ovarian cancer as well as for general corporate purposes.
The purpose of this information document (the "Information Document") is only to provide information about the Subsequent Offering and the procedures to subscribe for Offer Shares.
This Information Document does not constitute a prospectus pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended, and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act (the "EU Prospectus Regulation"), nor can it form the basis for making an investment decision. For further details, see Section 13 "Selling and transfer restrictions".
In making an investment decision, prospective investors must rely on their own examination, and analysis of, and enquiry into the Company and the terms of the Subsequent Offering, including the merits and risks involved.
Eligible Shareholders holding their shares, and thereby Subscription Rights, through financial intermediaries (i.e. brokers, custodians, nominees) should read Section 7 "Financial intermediaries" carefully for more information on how to utilise their Subscription Rights.
The timetable set out below provides certain indicative key dates for the Subsequent Offering:
| Last day of trading in the Shares including Subscription Rights | 27 November 2024 |
|---|---|
| First day of trading in the Shares excluding Subscription Rights | 28 November 2024 |
| Record Date | 29 November 2024 |
| Subscription period commences | 23 January 2025 at 09:00 (CET) |
| Subscription period ends | 6 February 2025 at 12:30 (CET) |
| Publication of the results of the Subsequent Offering | Expected on or about 6 February 2025 |
| Allocation of the Offer Shares | Expected on or about 6 February 2025 |
| Allocation notification | Expected on or about 7 February 2025 |
| Payment Date | Expected on or about 11 February 2025 |
| Registration of the share capital increase pertaining to the Subsequent | |
| Offering | Expected on or about 14 February 2025 |
| Delivery of the Offer Shares | Expected on or about 18 February 2025 |
| Listing and commencement of trading in the Offer Shares on Euronext | |
| Growth Oslo | Expected on or about 18 February 2025 |
The Subscription Price in the Subsequent Offering is NOK 2 per Offer Share, which is the same as the subscription price in the Private Placement. No expenses or taxes are charged to the subscribers in the Subsequent Offering by the Company or by Carnegie AS or DNB Markets, a part of DNB Bank ASA (the "Managers").
The Subscription period will commence on 23 January 2025 09:00 hours (CET) and end on 6 February 2025 at 12:30 (CET) (the "Subscription Period"). The Subscription Period cannot be shortened, but the board of directors may extend the Subscription Period. In the event of an extension of the Subscription Period, the dates herein will be changed accordingly. The Company, in consultation with the Managers, reserves the right to cancel the Subscription Period and the Subsequent Offering at any time at its sole discretion.
Each Eligible Shareholder will be granted 4.10340 Subscription Rights for every existing share registered as held by such Eligible Shareholder on the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering.
The Subscription Rights will be credited to and registered on each Eligible Shareholder's ES-OSL account on or about 23 January 2025, under the ISIN NO 0013464826. The Subscription Rights will be distributed free of charge to Eligible Shareholders. The Subscription Rights are non-transferable and will accordingly not be listed on any marketplace.
The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 6 February 2025 at 12:30 (CET). Subscription Rights that are not exercised before 12:30 (CET) on 6 February 2025 will have no value and will lapse without compensation to the holder. Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in this Information Document and the Subscription Form (as defined below) attached hereto and that the receipt of Subscription Rights does not in itself constitute a subscription of Offer Shares.
Should any Subscription Rights be credited to any (i) shareholders resident in jurisdictions where information about the Subsequent Offering, including this Information Document, may not be distributed and/or with legislation that prohibits or otherwise restricts subscription for Offer Shares and/or (ii) shareholders located in the United States who are not a qualified institutional buyers ("QIB") as defined in Rule 144A under the U.S. Securities Act (the "Ineligible Shareholders"), such credit specifically does not constitute an offer to such Ineligible Shareholders. The Company will instruct the Managers to, as far as possible, withdraw the Subscription Rights from such Ineligible Shareholders' ES-OSL accounts.
As the Subscription Period partially overlaps with a closed period, primary insiders of the Company are not permitted to participate in the Subsequent Offering.
Subscriptions for Offer Shares by subscribers holding an ES-OSL account must be made (i) by submitting a correctly completed subscription form, attached hereto as Appendix B (the "Subscription Form"), to the Managers during the Subscription Period, or (ii) may, for subscribers who are residents of Norway with a Norwegian national identity number (Nw.: personnummer), be made online through the ES-OSL online subscription system. Subscriptions by shareholders who do not have an ES-OSL account, but instead hold shares (and Subscription Rights) through a financial intermediary (i.e. broker, custodian, nominee, etc.) can be made by contacting their respective financial intermediary as further described in Section 7 "Financial intermediaries" below.
Correctly completed Subscription Forms must be received by one of the Managers at the following address or e-mail address, or in the case of online subscriptions, through the ES-OSL online subscription system, be registered, no later than 12:30 (CET) on 6 February 2025:
E-mail: [email protected] Email: [email protected] Website: www.carnegie.no/ongoingprospectuses-and-offerings/
Carnegie AS DNB Markets, a part of DNB Bank ASA Postboks 684 Sentrum Postboks 1600 Sentrum N-0106 Oslo 0021 OSLO Norway Norway Tel: +47 22 00 93 60 Tel: +47 915 04 800 Website: www.dnb.no/emisjoner
All subscriptions will be treated in the same manner regardless of which of the above Managers the subscriptions are placed with and whether they are submitted by delivery of a Subscription Form or through the ES-OSL online subscription system.
Subscribers who are residents of Norway with a Norwegian national identity number (Nw.: personnummer) are encouraged to subscribe for Offer Shares through the ES-OSL online subscription system (or by visiting the Managers' respective websites: https://www.carnegie.no/ongoing-prospectuses-and-offerings/ or www.dnb.no/emisjoner, which will include a reference to the ES-OSL online subscription system). All online subscribers must verify that they are Norwegian residents by entering their Norwegian national identity number (Nw.: personnummer). In addition, the ES-OSL online subscription system is only available for individual persons and is not available for legal entities; legal entities must thus submit a Subscription Form in order to subscribe for Offer Shares. Subscriptions made through the ES-OSL online subscription system must be duly registered before the expiry of the Subscription Period.
Neither the Company nor the Managers may be held responsible for postal delays, unavailable internet lines or servers or other logistical or technical problems that may result in subscriptions not being received in time or at all by the Managers. Subscription Forms received after the end of the Subscription Period and/or incomplete or incorrect Subscription Forms and any subscription that may be unlawful may be disregarded at the sole discretion of the Company and/or the Managers without notice to the subscriber.
Subscriptions are binding and irrevocable, and cannot be withdrawn, cancelled or modified by the subscriber after having been received by the Managers, or in the case of subscriptions through the ES-OSL online subscription system, upon registration of the subscription. The subscriber is responsible for the correctness of the information filled into the Subscription Form or, in case of applications through the ES-OSL online subscription system, the online subscription registration. By signing and submitting a Subscription Form, or by subscribing via the ES-OSL online subscription system, the subscribers confirm and warrant that they have read this Information Document and are eligible to subscribe for Offer Shares under the terms set forth herein.
There is no minimum subscription amount for which subscriptions in the Subsequent Offering must be made. Oversubscription (i.e. subscription for more Offer Shares than the number of Subscription Rights held by the subscriber entitles the subscriber to be allocated) will be permitted. Subscription without Subscription Rights will be permitted. No assurance can be given to the effect that Offer Shares will be allocated for over-subscriptions or subscriptions without the use of Subscription Rights.
Ineligible Shareholders and other investors (i) who are resident in jurisdictions where information about the Subsequent Offering, including this Information Document, may not be distributed and/or with legislation that prohibits or otherwise restricts subscription for Offer Shares and/or (ii) who are located in the United States and who are not QIB as defined in Rule 144A under the U.S. Securities Act are not allowed to subscribe for Offer Shares.
Multiple subscriptions (i.e., subscriptions on more than one Subscription Form) are allowed. Please note, however, that two separate Subscription Forms submitted by the same subscriber with the same number of Offer Shares subscribed for on both Subscription Forms will only be counted once unless otherwise explicitly stated in one of the Subscription Forms. In the case of multiple subscriptions through the ES-OSL online subscription system or subscriptions made both on a Subscription Form and through the ES-OSL online subscription system, all subscriptions will be counted.
All subscriptions in the Subsequent Offering will be treated in the same manner regardless of whether the subscription is made by delivery of a Subscription Form to the Managers or through the ES-OSL online subscription system.
All persons or entities holding shares, and thus Subscription Rights, through financial intermediaries (e.g. brokers, custodians and nominees) should read this Section 7 carefully. All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation to the exercise of Subscription Rights should be determined by the financial intermediary in accordance with its usual customer relations procedure or as it otherwise notifies each beneficial shareholder. Such shareholders are therefore encouraged to contact their financial intermediary if they want to get more information about the utilization of their Subscription Rights.
Neither the Company nor the Managers will be liable for any action or failure to act by a financial intermediary through which shares are held.
If an Eligible Shareholder holds shares through a financial intermediary on the Record Date, the financial intermediary will, subject to the terms of the agreement between the Eligible Shareholder and the financial intermediaries customarily give the Eligible Shareholder details of the aggregate number of Subscription Rights to which it will be entitled and the relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Subsequent Offering.
Shareholders who hold their shares through a financial intermediary and who are Ineligible Shareholders will initially be credited Subscription Rights. Such credit specifically does not constitute an offer to Ineligible Shareholders. The Company will instruct the Managers to, as far as possible, withdraw the Subscription Rights from such financial intermediary's ES-OSL accounts with no compensation to the holder, and in no event will the Ineligible Shareholders be entitled to exercise any received Subscription Rights.
The time by which notification of exercise instructions for subscription of Offer Shares must validly be given to a financial intermediary may be earlier than the expiry of the Subscription Period. Such deadline will depend on the financial intermediary. Eligible Shareholders who hold their Shares through a financial intermediary should contact their financial intermediary if they are in any doubt with respect to deadlines.
Any Eligible Shareholder who holds its Subscription Rights through a financial intermediary and wishes to exercise its Subscription Rights, should instruct its financial intermediary in accordance with the instructions received from such financial intermediary. The financial intermediary will be responsible for collecting exercise instructions from the respective Eligible Shareholders and for informing the Managers of their exercise instructions.
Please refer to Section 13 "Selling and Transfer Restrictions" for a description of certain restrictions and prohibitions applicable to the exercise of Subscription Rights in certain jurisdictions outside Norway.
Any Eligible Shareholder who holds its Subscription Rights through a financial intermediary should pay the Subscription Price for the Offer Shares that are allocated to it in accordance with the instructions received from the financial intermediary. The financial intermediary must pay the Subscription Price in accordance with the instructions in this Information Document. Payment by the financial intermediary for the Offer Shares must be made to the Managers no later than the Payment Date (as defined below). Accordingly, financial intermediaries may require payment to be provided to them prior to the Payment Date.
Allocation of the Offer Shares will take place on or about 6 February 2025 in accordance with the following criteria:
c) If not all Offer Shares are allocated pursuant to (a) and (b) above, then the remaining Offer Shares will be allocated to subscribers who have subscribed for Offer Shares without exercising Subscription Rights. The board of directors of the Company will allocate these Offer Shares in its sole discretion, taking into consideration criteria such as (but not limited to) current ownership in the Company, relative order size, sector knowledge, investment history, and expected investment horizon.
No fractional Offer Shares will be allocated. Allocation of fewer Offer Shares than subscribed for by a subscriber will not impact on the subscriber's obligation to pay for the number of Offer Shares allocated.
The result of the Subsequent Offering is expected to be published on or about 6 February 2025 in the form of a stock exchange announcement from the Company through the Oslo Stock Exchange's information system (NewsWeb). Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on or about 7 February 2025. Subscribers having access to investor services through their ES-OSL account managers will be able to check the number of Offer Shares allocated to them from 10:30 (CET) on or about 7 February 2025. Subscribers who do not have access to investor services through their ES-OSL account managers may contact the Managers from 10:30 (CET) on the same date to obtain information about the number of Offer Shares allocated to them.
The payment for Offer Shares allocated to a subscriber falls due on or about 11 February 2025 (the "Payment Date").
Subscribers who have a Norwegian bank account must, and will by signing the Subscription Form or by the online subscription registration through the ES-OSL online subscription system, provide the Managers with a one-time irrevocable authorisation to debit a specified bank account with a Norwegian bank for the amount payable for the Offer Shares which are allocated to the subscriber.
The specified bank account is expected to be debited on or after the Payment Date. The Managers are only authorised to debit such account once, but reserve the right to make up to three debit attempts, and the authorisation will be valid for up to seven working days after the Payment Date. The subscriber furthermore authorizes the Managers to obtain confirmation from the subscriber's bank that the subscriber has the right to dispose over the specified account and that there are sufficient funds in the account to cover the payment.
If there are insufficient funds in a subscriber's bank account or if it for other reasons is impossible to debit such bank account when a debit attempt is made pursuant to the authorisation from the subscriber, the subscriber's obligation to pay for the Offer Shares will be deemed overdue.
Subscribers who do not have a Norwegian bank account must ensure that payment with cleared funds for the Offer Shares allocated to them is made on or before the Payment Date.
Prior to any such payment being made, the subscriber must contact the Managers for further details and instructions.
Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 no. 100, currently 12.5% per annum as of the date of this Information Document. If a subscriber fails to comply with the terms of payment, the Offer Shares will, subject to the restrictions in the Norwegian Public Limited Liability Companies Act of 13 June 1997 no. 45 (the "Norwegian Public Limited Companies Act") and at the discretion of the Managers, not be delivered to the subscriber. The Managers, on behalf of the Company, reserve the right, at the risk and cost of the subscriber to, at any time, to cancel the subscription and to re-allocate or otherwise dispose of allocated Offer Shares for which payment is overdue, or, if payment has not been received by the third day after the Payment Date, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares on such terms and in such manner as the Managers may decide in accordance with Norwegian law. The subscriber will remain liable for payment of the subscription amount, together with any interest, costs, charges and expenses accrued and the Managers, on behalf of the Company, may enforce payment for any such amount outstanding in accordance with Norwegian law.
The Company and the Managers further reserve the right (but have no obligation) to have the Managers advance the subscription amount on behalf of subscribers who have not paid for the Offer Shares allocated to them within the Payment Date. The non-paying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by the Managers.
Subject to timely payment of the entire subscription amount in the Subsequent Offering, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises on or about 14 February 2025 and that the Offer Shares will be delivered to the ES-OSL accounts of the subscribers to whom they are allocated on or about 18 February 2025.
The Offer Shares to be issued in the Subsequent Offering will be ordinary shares in the Company with a nominal value of NOK 0.10 each, and will be issued electronically in registered form in accordance with the Norwegian Public Limited Companies Act. The Offer Shares will rank pari passu in all respects with the existing shares in the Company and will carry full shareholder rights from the time of registration of the share capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises.
The existing shares in the Company are listed on Euronext Growth Oslo under ISIN NO 0010779341 and ticker code "ONCIN". The Offer Shares will be listed on Euronext Growth Oslo as soon as the share capital increase pertaining to the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises and the Offer Shares have been issued in the ES-OSL. The Offer Shares will be issued in the ES-OSL with the same ISIN as the existing shares listed on Euronext Growth Oslo, being ISIN NO 0010779341. Listing is expected to take place on or about 18 February 2025.
In order to participate in the Subsequent Offering, subscribers will need a global identification code. Physical persons will need a National Client Identifier ("NCI") and legal entities will need a Legal Entity Identifier ("LEI") code. Investors who do not already have an NCI or LEI, as applicable, must obtain such codes in time for the application in order to participate in the Subsequent Offering.
For physical persons with only a Norwegian citizenship, the NCI code is the 11 digit personal ID number (Nw.: personnummer). If the person in question has multiple citizenships or another citizenship than Norwegian, another relevant NCI code can be used. Subscribers are encouraged to contact their bank for further information.
A LEI code is a 20-character code that identifies distinct legal entities that engage in financial market transactions. The Global Legal Identifier Foundation ("GLEIF") is not directly issuing LEIs, but delegates this responsibility to Local Operating Units ("LOUs").
Norwegian companies can apply for a LEI code through various LEI issuers, e.g., through the website https://no.nordlei.org. The application can be submitted through an online form and signed electronically with BankID. It normally takes one to two business days to process the application.
Non-Norwegian companies can find a complete list of LOUs on the website https://www.gleif.org/en/about-lei/get-an-lei-findlei-issuing-organizations
The Company will use the Oslo Stock Exchange's information system (NewsWeb) to publish information relating to the Subsequent Offering.
The information contained in this Information Document is (a) only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S.Securities Act") ("QIBs") or (ii) persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Canada, Australia, Hong Kong or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer of, or an invitation to purchase, any of the Offer Shares or to use the Subscription Rights to subscribe for Offer Shares of the Company in the United States, Canada, Australia, Hong Kong, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The Subscription Rights and Offer Shares being granted and offered, respectively, in the Subsequent Offering have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not and will not be offered, sold, exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the applicable securities laws of any state or jurisdiction of the United States. The Offer Shares, including the Subscription Rights, are being offered (i) within the United States only to QIBs, as defined in Rule 144A of the U.S. Securities Act, pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and (ii) outside the United States in "offshore transactions" as defined in, and in reliance on, Regulation S under the U.S. Securities Act, in each case, in accordance with any applicable securities laws of any state or territory of the United States or any other jurisdiction.
Furthermore, the Subscription Rights and the Offer Shares have not been and will not be registered under the applicable securities laws of Canada, Australia, Hong Kong, Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or exercised to or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.
Any investment or investment activity to which this information relates is available only to, and will be engaged in only with, persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). The Subscription Rights and the Offer Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Subscription Rights or Offer Shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on these documents or any of their contents.
This Information Document does not constitute a prospectus pursuant to the EU Prospectus Regulation. Furthermore, this Information Document does not constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful or would require any prospectus filing, registration or similar action.
Access to the information contained in this Information Document may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to review such information. All persons who wish to review the information contained in this Information Document should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to review and have access to this Information Document, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.
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APPENDIX B – SUBSCRIPTION FORM
General information: The terms and conditions of the subsequent offering (the "Subsequent Offering") of up to 5,500,000 new ordinary shares, each with a nominal value of NOK 0.10 (the "Offer Shares"), in Oncoinvent ASA (the "Company") are set out in the information document dated 22 January 2025 (the "Information Document"). Terms defined in the Information Document shall have the same meaning in this subscription form (the "Subscription Form"). The notice of, and minutes from, the extraordinary general meeting (with appendices) held on 21 November 2024, where the board of directors of the Company (the "Board") was granted an authorisation to increase the Company's share capital, the resolution made by the Board on 22 January 2025 to increase the share capital in connection with the Subsequent Offering, the Company's articles of association and the annual accounts and annual reports for the last two financial years are available at the Company's registered office address at Gullhaugveien 7, 0484 Oslo, Norway and its website. All announcements referred to in this Subscription Form will be made through the Oslo Stock Exchange' information system (NewsWeb) under the Company's ticker "ONCIN".
Subscription procedures: The subscription period will commence at 09:00 hours (CET) on 23 January 2025 and expire at 12:30 hours (CET) on 6 February 2025 (the "Subscription Period"). The Board may extend the Subscription Period. In the event of an extension of the Subscription Period, the dates described herein will be changed accordingly. Subscriptions by Eligible Shareholders (as defined below) and other investors who do not have an ES-OSL account, but instead hold shares (and Subscription Rights) through a financial intermediary (i.e. Nordnet, broker, custodian, nominee, etc.) can be made by contacting their respective financial intermediary. Correctly completed Subscription Forms must be received by one of the Managers at the following addresses or email addresses, or in the case of online subscriptions be registered, no later than 12:30 hours (CET) on 6 February 2025:
| Carnegie AS | DNB Markets, a part of DNB Bank ASA | ||||
|---|---|---|---|---|---|
| P.O Box 684 Sentrum | Dronning Eufemias gate 30 | ||||
| N-0106 Oslo | N-0021 Oslo | ||||
| Norway | Norway | ||||
| Tel: +47 22 00 93 60 | Tel.: +47 91 50 48 00 | ||||
| E-mail: [email protected] | E-mail: [email protected] | ||||
| www.carnegie.no/ongoing-prospectuses-and-offerings/ | www.dnb.no/emisjoner |
The subscriber is responsible for the correctness of the information included in this Subscription Form. Subscription Forms received after the end of the Subscription Period and/or incomplete or incorrect Subscription Forms and any subscription that may be unlawful may be disregarded at the sole discretion of the Company and/or the Managers without notice to the subscriber. Subscribers who are residents of Norway with a Norwegian national identity number are encouraged to subscribe for Offer Shares through the ES-OSL online subscription system (or by visiting the Managers' respective websites: www.carnegie.no/ongoing-prospectuses-and-offerings or www.dnb.no/emisjoner, which will include a reference to the ES-OSL online subscription system). Subscriptions made through the ES-OSL online subscription system must be duly registered before the expiry of the Subscription Period. None of the Company or the Managers may be held responsible for postal delays, unavailable internet lines or servers or other logistical or technical problems that may result in subscriptions not being received in time or at all by one of the Managers. Subscriptions are binding and irrevocable, and cannot be withdrawn, cancelled or modified by the subscriber after having been received by one of the Managers, or in the case of subscriptions through the ES-OSL online subscription system, upon registration of the subscription. By signing and submitting a Subscription Form, or by registration of a subscription in the ES-OSL online subscription system, the subscriber confirms and warrants to have read the Information Document and that it is eligible to subscribe for Offer Shares under the terms set forth therein. Subscription Price: The subscription price in the Subsequent Offering is NOK 2 per Offer Share (the "Subscription Price").
Subscription Rights: The shareholders of the Company as of 27 November 2024, being registered as such in the Company's shareholders register in ES-OSL on 29 November 2024 (the "Record Date") who at such date held 16,000 or fewer shares in the Company, and who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders") will be granted non- transferable subscription rights (the "Subscription Rights") that will give a right to subscribe for and be allocated Offer Shares in the Subsequent Offering at the Subscription Price. Shareholders holding their shares, and thereby Subscription Rights, through financial intermediaries should contact their financial intermediary as further described in Section 7 of the Information Document. The Subscription Rights will be registered on each Eligible Shareholder's ES-OSL account prior to commencement of the Subscription Period. Each Eligible Shareholder will be granted 4.10340 Subscription Rights for every existing Shares registered as held by such Eligible Shareholder in the ES-OSL as at the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one (1) Offer Share in the Subsequent Offering. Over-subscription will be permitted for Eligible Shareholders. Subscription without Subscription Rights will be permitted. No assurance can be given to the effect that Offer Shares will be allocated for over-subscriptions or subscriptions without the use of Subscription Rights. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
Allocation of Offer Shares: The Offer Shares will be allocated as described in the Information Document. No fractional shares will be allocated. Allocation of fewer Offer Shares than subscribed for by a subscriber will not impact on the subscriber's obligation to pay for the number of Offer Shares allocated. Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be available on or about 7 February 2025. Subscribers having access to investor services through their ES-OSL account manager will be able to see the number of Offer Shares allocated to them from 10:30 hours (CET) on or about 7 February 2025. Subscribers who do not have access to investor services through their ES-OSL account manager may contact one of the Managers from 10:30 hours (CET) on the same date to obtain information about the number of Offer Shares allocated to them.
Payment: The payment for Offer Shares allocated to a subscriber falls due on or about 11 February 2025 (the "Payment Date"). Subscribers who have a Norwegian bank account must, and will by signing the Subscription Form, provide the Managers, with a one-time irrevocable authorisation to debit a specified bank account with a Norwegian bank for the amount payable for the Offer Shares which are allocated to the subscriber. The specified bank account is expected to be debited on or after the Payment Date. The Managers are only authorised to debit such account once, but reserves the right to make up to three debit attempts, and the authorisation will be valid for up to seven working days after the Payment Date. The subscriber furthermore authorises the Managers to obtain confirmation from the subscriber's bank that the subscriber has the right to dispose over the specified account and that there are sufficient funds in the account to cover the payment. If there are insufficient funds in a subscriber's bank account or if it for other reasons is impossible to debit such bank account when a debit attempt is made pursuant to the authorisation from the subscriber, the subscriber's obligation to pay for the Offer Shares will be deemed overdue. Subscribers who do not have a Norwegian bank account must ensure that payment with cleared funds for the Offer Shares allocated to them is made on or before the Payment Date. Prior to any such payment being made, the subscriber must contact the Managers on telephone number +47 22 00 93 60 or +47 915 04800 for further details and instructions. Should any subscriber have insufficient funds on his or her account, should payment be delayed for any reason, if it is not possible to debit the account or if payments for any other reasons are not made when due, overdue interest will accrue and other terms will apply as set out under the heading "Overdue payments" set out on page 2 of this Subscription Form.
| Subscriber's ES-OSL account: | Subscriber's LEI code (20 digits): | Number of Subscription Rights: | Number of Offer Shares subscribed (incl. over-subscription): |
(For broker: Consecutive no.): | |||
|---|---|---|---|---|---|---|---|
| SUBSCRIPTION RIGHTS' SECURITIES NUMBER: ISIN NO 0013464826 | X NOK 2.0 | Subscription Price per Offer Share: | Subscription amount to be paid: = NOK _____ |
| Norwegian bank account to be debited for the payment for Offer Shares allocated (number of Offer Shares allocated x NOK 2). |
||||||
|---|---|---|---|---|---|---|
| (Norwegian bank account no.) |
In accordance with the terms and conditions set out in the Information Document and this Subscription Form, I/we hereby irrevocably subscribe for the number of Offer Shares specified above and grant the Managers authorisation to debit (by direct debiting or manually as described above) the specified bank account for the payment of the Offer Shares allocated to me/us. By signing this Subscription Form, subscribers subject to direct debiting accept the terms and conditions for "Terms and Conditions for Payment by Direct Debiting - Securities Trading" set out on page 2 of this Subscription Form.
| Place and date Must be dated in the Subscription Period |
Binding signature. The subscriber must have legal capacity. When signed on behalf of a company or pursuant to an authorisation, documentation in the form of a |
|---|---|
| INFORMATION ON THE SUBSCRIBER | company certificate or power of attorney should be attached. |
| First name: | |
| Surname / company: | |
| Street address: | |
| Post code / district / country: | |
| Personal ID number / company registration number: | |
| Legal Entity Identifier ("LEI") / National Client Identifier ("NCI"): | |
| Nationality: | |
| E-mail address: | |
| Daytime telephone number: |
Please note: if the Subscription Form is sent to the Managers by e-mail, the e-mail will be unsecured unless the subscriber itself takes measures to secure it. The Subscription Form may contain sensitive information, including national identification numbers, and the Managers recommend the subscriber to send the Subscription Form to the Managers in a secured e-mail. See "Personal data" below for further information on the Managers' processing of personal data.
Regulatory Issues: The subscriber represents that he/she/it is capable of evaluating the merits and risks of an investment decision to invest in the Company by subscribing for Offer Shares, and is able to bear the economic risk, and to withstand a complete loss, of an investment in the Offer Shares.
The Managers will receive a consideration from the Company and will in conducting its work have to take into consideration the requirements of the Company and the interests of the investors subscribing under the Subsequent Offering and the rules regarding inducements pursuant to the requirements of the Norwegian MiFID II Regulations (implementing the European Directive for Markets in Financial Instruments (MiFID II)).
Selling and Transfer Restrictions: The attention of persons who wish to subscribe for Offer Shares is drawn to Section 13 "Selling and Transfer Restrictions" of the Information Document The making or acceptance of the Subsequent Offering to or by persons who have registered addresses outside Norway, or who are resident in, or citizens of, countries outside Norway, may be affected by the terms of the Subsequent Offering and the laws of the relevant jurisdiction. Those persons should read Section 13 of the Information Document and consult with their professional advisers as to whether they are eligible to exercise Subscription Rights to subscribe for Offer Shares, or require any governmental or other consents or need to observe any other formalities to enable them to exercise Subscription Rights or purchase Offer Shares. It is the responsibility of any person outside Norway wishing to exercise Subscription Rights and/or subscribe for Offer Shares under the Subsequent Offering to satisfy himself/herself/itself as to the full observance of the terms and conditions of the Subsequent Offering and the laws of any relevant jurisdiction in connection therewith, including obtaining any governmental or other consent which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territories. The Subscription Rights and/or the Offer Shares, as applicable, have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any state or other jurisdiction in the United States and may not and will not be offered, sold, pledged or otherwise transferred in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no public offer of the Subscription Rights and the Offer Shares in the United States. Notwithstanding the foregoing, the Offer Shares may be offered to and the Subscription Rights may be exercised by or on behalf of, persons in the United States reasonably believed to be QIBs, in offerings exempt from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, provided such persons satisfy the Company that they are eligible to participate on such basis. Persons in the United States exercising Subscription Rights to acquire Offer Shares will be required to execute an investor letter in a form acceptable to the Company and the Managers. Other than persons who are QIBs, no person in the United States may be offered Subscription Rights or otherwise acquire Offer Shares by exercise of Subscription Rights. The Subscription Rights or Offer Shares may not be offered, sold, exercised, pledged, resold, granted, allocated, taken up, transferred or delivered, directly or indirectly, in or into, Canada, Japan, Australia, Hong Kong or any other jurisdiction in which it would not be permissible to offer the Subscription Rights or the Offer Shares. This Subscription Form does not constitute an offer to sell or a solicitation of an offer to buy Offer Shares in any jurisdiction in which such offer or solicitation is unlawful or would require any prospectus filing, registration or similar action. A notification of exercise of Subscription Rights and subscription of Offer Shares in contravention of the above restrictions may be deemed to be invalid. By subscribing for the Offer Shares, persons effecting subscriptions will be deemed to have represented to the Company that they, and the persons on whose behalf they are subscribing for the Offer Shares, have complied with the above selling restrictions and will be deemed to have made the applicable representations, acknowledgements, agreements and warranties set forth in Section 13 of the Information Document.
Execution Only: The Managers will treat the Subscription Form as an execution-only instruction. The Managers are not required to determine whether an investment in the Offer Shares is appropriate or not for the subscriber. Hence, the subscriber will not benefit from the protection of the relevant conduct of business rules in accordance with the Norwegian Securities Trading Act.
Information Exchange: The subscriber acknowledges that, under the Norwegian Securities Trading Act and the Norwegian Financial Undertakings Act and foreign legislation applicable to the Managers, there is a duty of secrecy between the different units of the Managers, as well as between the Managers and other entities in the Managers' groups. This may entail that other employees of the Managers or the Managers' groups may have information that may be relevant to the subscriber, but which the Managers will not have access to in their capacity as Managers for the Subsequent Offering.
Information Barriers: The Managers are securities firms that offers a broad range of investment services. In order to ensure that assignments undertaken in the Managers' corporate finance department are kept confidential, the Mangers' other activities, including analysis and stock broking, are separated from the Managers' corporate finance department by information walls. The subscriber acknowledges that the Managers' analysis and stock broking activity may conflict with the subscriber's interests with regard to transactions of the Shares, including the Offer Shares, as a consequence of such information walls.
ES-OSL Account and Mandatory Anti-Money Laundering Procedures: The Subsequent Offering is subject to the Norwegian Money Laundering Act No. 23 of 1 June 2018 and the Norwegian Money Laundering Regulations No. 1324 of 14 September 2018 (collectively, the "Anti-Money Laundering Legislation"). Subscribers who are not currently registered as customers of the Managers may be subject to customer due diligence measures ("KYC") to comply with the Anti-Money Laundering Legislation. Subscribers that have not completed the required KYC (if any) prior to the end of the Subscription Period may not be allocated Offer Shares. Further, in participating in the Subsequent Offering, each subscriber must have an ES-OSL account. The ES-OSL account number must be stated on the Subscription Form. ES-OSL accounts can be established with authorised ES-OSL registrars, which can be Norwegian banks, authorised securities brokers in Norway and Norwegian branches of credit institutions established within the European Economic Area (the "EEA"). Non-Norwegian investors may, however, use nominee ES-OSL accounts registered in the name of a nominee. The nominee must be authorised by the Financial Supervisory Authority of Norway. Establishment of an ES-OSL account requires verification of identity to the ES-OSL registrar in accordance with the Anti-Money Laundering Legislation.
Personal data: The subscriber confirms that it has been provided information regarding the Managers' processing of personal data, and that it is informed that the Managers will process the applicant's personal data in order to manage and carry out the Subsequent Offering and the application from the applicant, and to comply with statutory requirements.
The data controllers who are responsible for the processing of personal data are the Managers. The processing of personal data is necessary in order to fulfil the application and to meet legal obligations. The Norwegian Securities Trading Act and the Anti-Money Laundering Legislation require that the Managers process and store information about clients and trades, and control and document activities. The applicant's data will be processed confidentially, but if it is necessary in relation to the purposes, the personal data may be shared between the Managers, the company(ies) participating in the offering, with companies within the Managers' groups, the ES-OSL, stock exchanges and/or public authorities. The personal data will be processed as long as necessary for the purposes, and will subsequently be deleted unless there is a statutory duty to keep it.
If the Managers transfer personal data to countries outside the EEA, that have not been approved by the EU Commission, the Managers will make sure the transfer takes place in accordance with the legal mechanisms protecting the personal data, for example the EU Standard Contractual Clauses.
As a data subject, the applicants have several legal rights. This includes inter alia the right to access its personal data, and a right to request that incorrect information is corrected. In certain instances, the applicants will have the right to impose restrictions on the processing or demand that the information is deleted. The applicants may also complain to a supervisory authority if they find that the Managers' processing is in breach of the law. Supplementary information on processing of personal data and the applicants' rights can be found at the Managers' websites. Terms and Conditions for Payment by Direct Debiting - Securities Trading: Payment by direct debiting is a service the banks in Norway provide in cooperation. In the relationship between
the payer and the payer's bank the following standard terms and conditions will apply:
Overdue Payment: Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, currently 12.5% per annum as of the date of the Information Document. If a subscriber fails to comply with the terms of payment, the Offer Shares will, subject to the restrictions in the Norwegian Public Limited Companies Act and at the discretion of the Managers, not be delivered to such subscriber. The Managers, on behalf of the Company, reserve the right, at the risk and cost of the subscriber to, at any time, cancel the subscription and to re-allocate or otherwise dispose of allocated Offer Shares for which payment is overdue, or, if payment has not been received by the third day after the Payment Date, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares on such terms and in such manner as the Managers may decide in accordance with Norwegian law. The subscriber will remain liable for payment of the subscription amount, together with any interest, costs, charges and expenses accrued and the Managers, on behalf of the Company, may enforce payment for any such amount outstanding in accordance with Norwegian law.
The Company and the Managers further reserve the right (but have no obligation) to have the Managers advance the subscription amount on behalf of subscribers who have not paid for the Offer Shares allocated to them within the Payment Date. The non-paying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by the Managers.
National Client Identifier and Legal Entity Identifier: In order to participate in the Subsequent Offering, subscribers will need a global identification code. Physical persons will need a so-called National Client Identifier ("NCI") and legal entities will need a so-called Legal Entity Identifier ("LEI"). NCI code for physical persons: Physical persons will need a NCI code to participate in a financial market transaction, i.e. a global identification code for physical persons. For physical persons with only a Norwegian citizenship, the NCI code is the 11-digit personal ID (Nw.: personnummer). If the person in question has multiple citizenships or another citizenship than Norwegian, another relevant NCI code can be used. Investors are encouraged to contact their bank for further information. LEI code for legal entities: Legal entities will need a LEI code to participate in a financial market transaction. A LEI code must be obtained from an authorized LEI issuer, and obtaining the code can take some time. Subscribers should obtain a LEI code in time for the subscription. For more information visit www.gleif.org. Further information is also included in Section 11 ("NCI code and LEI code") of the Information Document.
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